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DVA - Results of AGM and Confirmation of Board Change

Company: BROWN (N) GROUP PLC Date: 2024-07-19 Language: English Register to download
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RNS Number : 1146X

Brown (N.) Group PLC

19 July 2024

N BROWN GROUP PLC - RESULTS OF AGM AND CONFIRMATION OF BOARD CHANGE

N Brown Group Plc (the "Company" or the "Group"), a top 10 UK clothing and footwear digital retailer, announces that at its Annual General Meeting (the "AGM") held on Thursday 18 July 2024 all resolutions were duly passed. Details of the resolutions are set out in full in the Notice of AGM made available to shareholders on 18 June 2024. Copies are available to view and download on the Company's corporate website:

[https://www.nbrown.co.uk/investors/shareholder-information/agm](https://url.avanan.click/v2/___https:/www.nbrown.co.uk/investors/shareholder-information/agm___.YXAxZTpzaG9yZWNhcDphOm86NDVjNjllNjdkYTU0YzFjYjZkMGQ4YjJmNjZhZjk0MjU6NjpjNTA2OmNhZDFjMmVkMDZiNWNmNmM3YjUyN2IzNzY4NzViYzU5OThmMTA0ZWJlMTJjNGU3ZTZjMWUwNzYzM2M0Yzg3YzY6cDpU)

Shareholders were recommended to appoint the Chair as their proxy to vote on the resolutions set out in the notice of meeting. A poll was held on each of the resolutions proposed; all resolutions were passed by the required majority. Resolutions 1 to 12 (inclusive) were passed as ordinary resolutions and Resolution 13 was passed as a special resolution.

The results of votes cast for each resolution were as follows: 

|     |     |     |     |     |     |     |
| --- | --- | --- | --- | --- | --- | --- |
|     | RESOLUTION | VOTES  FOR | %<br><br>FOR | VOTES AGAINST | %<br><br>AGAINST | VOTES WITHHELD |
| 1   | To receive the audited accounts and the auditors' and directors' reports for the 52 week period ended 2 March 2024. | 382,696,066 | 99.98 | 93,567 | 0.02 | 17,375 |
| 2   | To approve the directors' remuneration report for the 52 week period ended 2 March 2024. | 382,534,148 | 99.93 | 257,901 | 0.07 | 14,959 |
| 3   | To re-appoint Steve Johnson as director. | 382,581,600 | 99.95 | 198,513 | 0.05 | 26,895 |
| 4   | To re-appoint Lord Alliance of Manchester CBE as a director. | 382,476,003 | 99.92 | 307,846 | 0.08 | 23,159 |
| 5   | To re-appoint Michael Ross as a director.\* | 382,608,845 | 99.95 | 176,203 | 0.05 | 21,960 |
| 6   | To re-appoint Joshua Alliance as a director. | 382,460,308 | 99.92 | 319,805 | 0.08 | 26,895 |
| 7   | To re-appoint Dominic Platt as a director.\* | 382,594,690 | 99.95 | 175,108 | 0.05 | 37,210 |
| 8   | To re-appoint Meg Lustman as a director.\* | 382,600,824 | 99.95 | 184,224 | 0.05 | 21,960 |
| 9   | To re-appoint Dominic Appleton as a director. | 382,602,711 | 99.95 | 177,402 | 0.05 | 26,895 |
| 10  | To re-appoint Ernst & Young as auditors. | 382,676,371 | 99.97 | 107,479 | 0.03 | 23,158 |
| 11  | To authorise the Audit and Risk Committee of the board of directors to determine the auditors' remuneration. | 382,679,398 | 99.97 | 101,158 | 0.03 | 26,152 |
| 12  | Director's authorisation to allot shares in the Company … up to an aggregate nominal amount of £17,069,869. † | 382,579,045 | 99.95 | 206,004 | 0.05 | 21,158 |
| 13  | Director's authorisation, subject to the passing of resolution 12, to allot equity securities for cash. † | 382,512,585 | 99.93 | 271,265 | 0.07 | 23,158 |

KEY:

\*  Independent Non-Executive Director

†  The full resolution can be found in the AGM notice

Notes:

1.    As at the date of the AGM, the Company had 463,325,018 ordinary shares in issue. The Company did not hold any shares in treasury and therefore the number of total voting rights as at the date of the AGM was 463,325,018.

2.    The scrutineer of the voting was Link Asset Services, the Company's Share Registrar.

3.    Note that a 'vote withheld' is not a vote in law and such votes have not been included in the calculation of votes 'for' and 'against' each resolution. Proxy appointments which gave discretion to the Chairman have been included in the 'for' total above.

Confirmation of Board change

Following the announcement made on 29 April 2024, Vicky Mitchell has stepped down as a Board Director, as planned, following the conclusion of the Company's AGM today. The Board would like to thank Vicky for her contributions to the Group.

Following these changes, the Board will comprise of the Interim Executive Chair and Chief Executive Officer, the CFO and five Non-Executive Directors, three of whom are considered to be independent. [](https://url.avanan.click/v2/___https:/www.nbrown.co.uk/investors/shareholder-information/agm___.YXAxZTpzaG9yZWNhcDphOm86NDVjNjllNjdkYTU0YzFjYjZkMGQ4YjJmNjZhZjk0MjU6NjpjNTA2OmNhZDFjMmVkMDZiNWNmNmM3YjUyN2IzNzY4NzViYzU5OThmMTA0ZWJlMTJjNGU3ZTZjMWUwNzYzM2M0Yzg3YzY6cDpU) 

For further information:

|     |     |
| --- | --- |
| N Brown Group |     |
| David Fletcher, Head of Investor Relations | +44 (0)7876 111 242 |
| Hawthorn |     |
| Henry Lerwill<br><br>Simon Woods | +44 (0)7894 608 607<br><br>+44 (0)7719 078 196<br><br>nbrown@hawthornadvisors.com |

|     |     |
| --- | --- |
| Shore Capital - Nomad and Broker<br><br>Stephane Auton / Daniel Bush / Rachel Goldstein<br><br>Fiona Conroy (Corporate Broking) | +44 (0) 20 7408 4090 |

About N Brown Group:

N Brown is a top 10 UK clothing and footwear digital retail platform, with a home proposition, headquartered in Manchester and employs around 1,700 people nationwide.  Through our strategic retail brands including JD Williams, Simply Be and Jacamo, we exist to make our customers look and feel amazing, and take great pride in passionately championing inclusion and serving the under-served. Our customer-first shopping experience, supported by our innovative financial services proposition, is designed to deliver choice, affordability, and value to our customers, and allows us to be truly inclusive and accessible. 

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